Hermès // 2021 Universal Registration Document
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CORPORATE GOUVERNANCE SPECIALISED COMMITTEES
SPECIALISED COMMITTEES
3.6
APPLICABLE PRINCIPLES
3.6.1
Supervisory Board
Compensation, Appointments, Governance and CSR (CAG-CSR) Committee
Audit and Risk Committee
These committees act under the collective and exclusive responsibility of the Supervisory Board. Their role is to discuss, analyse and prepare for certain deliberations of the Board, to which they submit their opinions, proposals or recommendations. Their powers do not reduce or limit the powers of the Board and the opinions, proposals or recommendations made are in no way binding on the Board. The members of the committees do not incur any legal responsibilities in respect of their duties other than those of members of the Supervisory Board.
Since 2005, the Supervisory Board has relied on the work of two permanent committees: the Audit Committee (26 January 2005), set up in application of s Article L. 823-19 of the French Commercial Code ( Code de commerce ), whose remit was subsequently extended by the Board and which was renamed the Audit and Risk Committee (19 March 2019); the Compensation Committee (26 January 2005), which was s subsequently assigned new duties and responsibilities by the Board and renamed the Compensation and Appointments (18 March 2009), Governance (20 January 2010) and CSR (16 November 2018) Committee or the “CAG-CSR Committee”. The Company’s CAG-CSR Committee is not tasked with setting the compensation of the Executive Chairmen, a task governed by the provisions of the Articles of Association and which falls within the remit of the Active partner and not the Supervisory Board. It was therefore not relevant to create separate Compensation and Appointments Committees. The Supervisory Board decides on the composition of the specialised committees, taking into account the skills of the Board members in the areas in question and their availability, as well as the legal requirements (Article L. 823-19 of the French Commercial Code( Code de commerce )) and the recommendations of the Afep-Medef Code updated in January 2020 (see § 3.1.2).
CHANGES IN THE COMPOSITION
3.6.1.1
OF THE COMMITTEES OVER THE FINANCIAL YEAR
The Supervisory Board meeting of 4 May 2021: reappointed Mss Monique Cohen (Chairwoman) and Estelle s Brachlianoff and Messrs Charles-Éric Bauer, Renaud Momméja and Alexandre Viros as members of the Audit and Risk Committee; reappointed Mss Dominique Senequier (Chairwoman) and Estelle s Brachlianoff and Mr Matthieu Dumas as members of the CAG-CSR Committee.
SUMMARY OF CHANGES IN 2021
Departures
Appointments
Renewals
Audit and Risk Committee
Ms Monique Cohen, Chairwoman (04/05/2021) Ms Estelle Brachlianoff (04/05/2021) Mr Charles-Éric Bauer (04/05/2021) Mr Renaud Momméja (04/05/2021) Mr Alexandre Viros (04/05/2021) Ms Dominique Senequier, Chairwoman (04/05/2021) Ms Estelle Brachlianoff (04/05/2021) Mr Matthieu Dumas (04/05/2021)
CAG-CSR Committee
284 2021 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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